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Telenor ASA 21 July 2021 Update Following Outlook Change to Negative

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Telenor ASA 21 July 2021 Update Following Outlook Change to Negative CORPORATES CREDIT OPINION Telenor ASA 21 July 2021 Update following outlook change to negative Update Summary Telenor ASA's (Telenor) A3 rating reflects its position as the incumbent integrated telecom operator in Norway (Aaa stable) with a presence across Scandinavia; its leading mobile telephony operations in Asia; the growth prospects in Asia because of increasing demand for data, and the good momentum in Norway and Finland supported by the upselling of 5G and RATINGS fibre services, which has more than offset the decline in legacy copper services; and its strong Telenor ASA underlying cash flow generation (pre-dividends). Domicile Oslo, Norway Long Term Rating A3 Telenor's rating also reflects its exposure to emerging market volatility; intense competition Type Senior Unsecured - Fgn across its markets, including in Sweden and Denmark, which have experienced a prolonged Curr period of revenue decline; the group’s complex ownership structure, with certain subsidiaries Outlook Negative fully consolidated but not fully owned; the increase in its Moody's-adjusted gross leverage, Please see the ratings section at the end of this report which we expect to be around 3.0x in 2021 and 2022, compared with 2.7x in 2019 pro forma for more information. The ratings and outlook shown for the acquisition of DNA in Finland; the negative impact of the coronavirus pandemic and the reflect information as of the publication date. expected deconsolidation of operations in Myanmar and Malaysia; and a degree of structural subordination for Telenor's debt because of the substantial third-party debt raised at the subsidiary level. Contacts Sebastien Cieniewski +44.20.7772.1964 Telenor qualifies as a government-related issuer (GRI) because it is 54% government VP-Sr Credit Officer owned. The A3 rating benefits from a one-notch uplift because of the implicit government [email protected] support. The rating also reflects the combination of the following GRI inputs: a Baseline Joao De Almeida +44.20.7772.1393 Credit Assessment (BCA) of baa1; the Aaa (stable) local-currency rating of the Norwegian Associate Analyst government; the low default dependence between Telenor and the government; and the low [email protected] expectation of support from the government. Mario Santangelo +971.4237.9533 Associate Managing Director Exhibit 1 [email protected] Telenor's Moody's-adjusted gross leverage will remain outside the trigger set for the A3 rating at least for the next 18-24 months Evolution of Moody's-adjusted gross debt/EBITDA between 2016 and 2023E Debt / EBITDA Trigger Up Trigger Down Debt / EBITDA (including Celcom Digi dividends) 3.50x 3.25x 3.00x 2.75x 2.50x 2.25x 2.00x 1.75x 1.50x 2016 2017 2018 2019 2020 2021E 2022E 2023E Leverage in 2019 is pro forma the consolidation of DNA. Leverage for 2021E to 2023E is based on our projections. Source: Moody's Investors Service MOODY'S INVESTORS SERVICE CORPORATES Credit strengths » Broad geographical diversification » Leading positions in most of its markets » Good progress in delivering cost-efficiency measures, which supports its higher-than-peer EBITDA margin » Publicly stated financial policy to maintain net debt/EBITDA (as reported by the company) within the target range of 1.8x-2.3x (post-IFRS 16) » Favourable structural trends in Asia, driven by increasing smartphone penetration and data usage, despite the relatively high short- term impact of the pandemic Credit challenges » High exposure to emerging market volatility » Intense competition in most markets » Spectrum payment needs outside the Nordic region » Leverage likely to increase over the next two years based on our projections from an already high level for the rating category » Structural subordination for Telenor's holding company debt Rating outlook The negative rating outlook reflects our expectation that Telenor’s metrics will remain outside of the updated leverage and cash flow target ranges in 2021 and 2022 with potential improvement from 2023 as the company returns to more significant EBITDA growth. However, the pace of this improvement remains uncertain and will partly depend on the phasing off of the impact of the pandemic and the future financial policy of the group, including its M&A strategy. Factors that could lead to an upgrade We would consider upgrading Telenor's rating if the group's credit metrics improve such that its Moody's adjusted retained cash flow (RCF)/debt increases towards 30% on a sustained basis, and Moody's-adjusted debt/EBITDA falls consistently and comfortably below 2.25x. In addition to the factors listed above that affect the company's BCA, the rating could be affected by changes in the rating of the supporting government or changes in our assessment of default dependence and government support. Factors that could lead to a downgrade Negative rating pressure could develop if Telenor's Moody's-adjusted RCF/debt remains well below 20% for a prolonged period; its Moody's-adjusted debt/EBITDA remains above 2.75x, or the company were to adopt a more aggressive financial policy that would lead to sustained negative free cash flow (FCF). This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history. 2 21 July 2021 Telenor ASA: Update following outlook change to negative MOODY'S INVESTORS SERVICE CORPORATES Key indicators Exhibit 2 Telenor ASA NOK Millions Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Mar-21 (LTM) Proj 2021 Proj 2022 Revenue 128,175 125,395 112,069 105,923 113,666 122,811 120,731 110,009 98,435 Debt / EBITDA 2.0x 2.2x 1.9x 2.0x 2.8x 2.8x 2.7x 3.0x 3.1x RCF / Debt 24.5% 26.4% 31.7% 29.7% 13.2% 18.3% 18.5% 17.3% 16.8% (EBITDA - CAPEX) / Interest Expense 8.0x 7.1x 8.4x 7.7x 5.2x 7.4x 7.5x 7.0x 6.9x All figures and ratios are calculated using our estimates and standard adjustments. Periods are financial year end unless indicated. LTM = Last 12 months. The Projections (Proj) are our opinion and do not represent the views of the issuer. Proj 2021 is pro forma for the reclassification of Myanmar operations as assets held for sale while Proj 2022 is also pro forma for the deconsolidation of operations in Malaysia. Pro forma for dividends to be received from Celcom Digi we project Moody's adjusted debt/EBITDA at 3.0x in Proj 2022. Source: Moody's Investors Service Profile Telenor ASA (Telenor) is the incumbent integrated telecommunications provider in Norway. The company delivers a full range of services and products, including mobile and fixed-line telephony, broadband and data services for residential and business customers, and a broad range of wholesale services. In addition, the company is one of the leading international providers of mobile services, with around 182 million mobile subscribers worldwide as of December 2020. The company's activities outside its home market include mobile and fixed operations in Sweden and Denmark, and mobile operations in Thailand (dtac), Malaysia (Digi), Bangladesh, Pakistan, Myanmar and Finland. Telenor is also a leading provider of television and broadcasting services in the Nordic region. The company is majority owned by the Norwegian government, which holds a 54% stake in the company. Recent developments On 8 July 2021, Telenor announced that it had entered into an agreement to sell 100% of its mobile operations in Myanmar to M1 Group for $105 million (around NOK900 million), of which $55 million (around NOK470 million) is deferred over five years. The company's decision was driven by the deterioration of the economic and political situation in the country as well as increasing constraints imposed on telecom operators. On 4 May 2021, Telenor announced that it had fully written off its Myanmar operations following the military coup in the country on 1 February 2021, which worsened the economic and business environment outlook in the country with no prospects of improvement. Myanmar’s authorities have repeatedly blocked internet access, with mobile data access restricted across much of the country since 15 March 2021, significantly hurting Telenor's results. The company generated NOK7.1 billion of total revenue and NOK4.2 billion of EBITDA (as reported by the company) in Myanmar, or 6% and 7% of total group revenue and EBITDA in 2020, respectively. On 21 June 2021, Axiata Group Berhad (Axiata, Baa2 stable) and Telenor announced that they had signed an agreement regarding the proposed merger of the Malaysian mobile operations, Celcom Axiata Berhad and Digi (49% owned by Telenor). Axiata and Telenor will be equal partners with each having a 33.1% ownership stake in the merged entity, which will assume Digi’s listing on Bursa Malaysia. At completion, the merger of Celcom and Digi will result in Axiata receiving newly issued shares of Digi representing 33.1% of the enlarged issued share capital of Digi, and cash of around $470 million, of which $400 million will come from Digi as debt in the merged entity and around $70 million from Telenor as part of an ownership equalisation under the terms of the merger. The completion of the transaction, expected by the second quarter of 2022, will be subject to the approval of both Axiata and Digi shareholders, regulatory approvals, and other customary terms and conditions. 3 21 July 2021 Telenor ASA: Update following outlook change to negative MOODY'S INVESTORS SERVICE CORPORATES Exhibit 3 Exhibit 4 Norway and Thailand are the largest contributors to Telenor's Pro forma for the disposal of Myanmar and the deconsolidation of revenue Malaysia, Telenor's Scandinavian operations accounted for more Revenue breakdown by geography for 2020 than 50% of revenues in 2020 Pro forma revenue breakdown by geography in 2020 (pro forma for disposal of Myanmar and deconsolidation of Digi in Malaysia) Denmark Denmark Myanmar 5% Pakistan Norway 4% 5% Pakistan Norway 6% 21% 5% 25% Other units 7% Other units 6% DNA - Finland 9% DNA - Finland 8% dtac - Thailand 18% Sweden Sweden dtac - Thailand 12% 10% 22% Grameenphone - Grameenphone - DiGi - Malaysia Bangladesh Bangladesh 11% 14% 12% Before eliminations.
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